UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2025

HEARTSCIENCES INC.

(Exact name of registrant as specified in its charter)

Texas		001-41422		26-1344466
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 Reserve Street, Suite 360

Southlake, Texas 76092

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (682) 237-7781

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	HSCS	The Nasdaq Stock Market LLC
Warrants to purchase common stock	HSCSW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on September 18, 2023, the Company entered into an Equity Distribution Agreement (the “Original EDA”), with Maxim Group LLC (“Maxim Group”) as sales agent (the “Sales Agent”), as amended on November 9, 2023 and November 17, 2023 (the “Amendments to the EDA”), pursuant to which the Company may offer and sell, from time to time, up to $15,000,000 of shares of its common stock, $0.001 par value per share (the “Common Stock”), in an “at the market” offering (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”)).

On August 3, 2025, the Company entered into Amendment No. 3 to the Original EDA (the “Third Amended EDA” and, collectively with the Amendments to the EDA, the “EDA”) with Maxim Group pursuant to which the Company may offer and sell, from time to time, up to $25,000,000 of shares of Common Stock and the parties further agreed that Maxim will be entitled to compensation at a commission rate equal to 4.0% of the gross sales price per share sold pursuant to the EDA up to a maximum of $11,036,310 in gross proceeds to the Company, and 3.0% of the gross sales price per share sold pursuant to the EDA from any gross proceeds to the Company in excess of such amount; provided, however, that in no event will the Company issue or sell through the Sales Agent such number of shares of Common Stock that would cause the Company or the offering of its shares of Common Stock to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). As of July 31, 2025, the aggregate market value of the Company’s outstanding shares of Common Stock held by non-affiliates was $14,737,609, which was calculated based on 2,276,253 outstanding shares of Common Stock held by non-affiliates on July 31, 2025 and a price per share of $5.73, which was the closing price of the Common Stock on July 10, 2025 and is the highest closing sale price of Common Stock on the Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of the Company’s voting and non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of the Company’s outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to and including the date of this Current Report on Form 8-K, the Company has not sold any shares of Common Stock pursuant to General Instruction I.B.6 of Form S-3.

The shares of Common Stock issuable pursuant to the EDA have been registered under the Securities Act, pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-274554) (the “Registration Statement”), which was declared effective by the SEC on September 28, 2023, and will be issued and sold pursuant to the at the market offering prospectus contained therein, as amended and supplemented by the prospectus supplement dated August 3, 2025 and filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on August 4, 2025, and as it may be further amended and supplement from time to time.

The foregoing description of the EDA does not purport to be complete and is qualified in its entirety by reference to the complete text of the Original EDA and the Amendments to the EDA, which are filed as an exhibits 1.1, 1.2 and 1.3, respectively, to this Current Report on Form 8-K (this “Current Report”), and the Third Amended EDA which is filed as Exhibit 1.4 to this Current, and are incorporated herein by reference. The legal opinion of Foley Shechter Ablovatskiy LLP, counsel to the Company, relating to the validity of the additional shares of Common Stock being offered pursuant to the EDA is filed as Exhibit 5.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

1.1		Equity Distribution Agreement, dated September 18, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2023).

1.2		Amendment No. 1 to Equity Distribution Agreement dated November 9, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2023).

1.3		Amendment No. 2 to Equity Distribution Agreement dated November 17, 2023 between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 17, 2023).

1.4*		Amendment No. 3 to Equity Distribution Agreement dated August 3, 2025 between the Company and Maxim Group LLC

5.1*		Opinion of Foley Shechter Ablovatskiy LLP

23.1*		Consent of Foley Shechter Ablovatskiy LLP (contained in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEARTSCIENCES INC.

	By:	/s/ Andrew Simpson
Date: August 4, 2025	Name:	Andrew Simpson
	Title:	President, Chief Executive Officer and Chairman of the Board of Directors

Exhibit 1.4

HeartSciences Inc.

AMENDMENT NO. 3 TO equity distribution AGREEMENT

August 3, 2025

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

Reference is made to that certain equity distribution agreement, dated as of September 18, 2023, as amended on November 9, 2023, as further amended on November 17, 2023 (the “Sales Agreement”), by and between HeartSciences Inc., a Texas Corporation (the “Company”), and Maxim Group LLC (the “Agent”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Sales Agreement.

The Company and Agent (collectively, the “Parties”) wish to further amend the Sales Agreement, pursuant to Section 15 of the Sales Agreement, on the terms and conditions set forth in this letter (this “Amendment No. 3”). Therefore, for and in consideration of the mutual covenants and agreements herein contained, and contained in the Sales Agreement, the Company, on the one hand, and the Agent, on the other hand, the Parties therefore hereby agree as follows effective as of the date hereof:

1. Increase in the Aggregate Offering Price of Shares. The reference to “US$15,000,000” in the heading, introductory paragraph, Sections 2 and 7 of the Sales Agreement regarding the aggregate offering price of the shares of Common Stock is hereby amended and replaced with “US$25,000,000.”

2. Increase in the Transaction Fee. The reference to “four percent (4%)” in Section 2(a)(vi) of the Sales Agreement regarding the Transaction Fee is hereby amended and replaced with “three percent (3.0%)” as it relates to any future sales made by the Company pursuant to the Sales Agreement in excess of the $646,344.22 of shares of Common Stock (the “Existing ATM Limit”) that are available for issuance and sale immediately prior to the date of this Agreement and preceding the filing of the Prospectus Supplement as set forth in Section 3 herein. For the avoidance of doubt, the Transaction Fee payable in connection with any sales of Shares up to the Existing ATM Limit shall continue to be four percent (4.0%) and any sales of Shares from and after the date that the Company has issued and sold Shares up to the Existing ATM Limit shall be three percent (3.0%).

3. Definition of Prospectus Supplement. The Parties agree that the definition of “Prospectus Supplement” under Section 1(a)(i) of the Sales Agreement shall include the prospectus supplement to the Base Prospectus, dated the date hereof, the prospectus supplement to the Base Prospectus, dated November 9, 2023, and the prospectus supplement to the Base Prospectus, dated November 17, 2023, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act.

4. Legal Fees for the Agent. Promptly upon the execution of this Amendment No. 3, the Company shall reimburse the Agent for all its costs and expenses, including legal fees and expenses, incurred by it or its affiliates in connection with this Amendment No. 3, in an aggregate amount not to exceed $2,500.00. In addition, the Company shall also reimburse the Agent $2,500.00 for its legal fees pursuant to Section 3(g) of the Sales Agreement in connection with the Bringdown Date that occurred upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025. For the avoidance of doubt, Section 3(g) of the Sales Agreement shall continue to remain in full force and effect following the execution of this Amendment No. 3.

5. Governing Law. THIS AMENDMENT NO. 3 SHALL BE SUBJECT TO THE PROVISIONS REGARDING APPLICABLE LAW AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 12 AND 16 OF THE SALES AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

6. Counterparts. This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment No. 3 by one party to the other may be made by facsimile or electronic transmission.

7. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Sales Agreement shall remain in full force and effect. As amended hereby, the Sales Agreement is ratified and confirmed in all respects. On and after the date of this Amendment No. 3, each reference in the Sales Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Sales Agreement as amended by this Amendment No. 3.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Amendment No. 3, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms.

	Very truly yours,

	HEARTSCIENCES INC.

	By	/s/ Andrew Simpson
	Name:	Andrew Simpson
	Title:	CEO

Confirmed as of the date first above mentioned.

MAXIM GROUP LLC, as Agent

By	/s/ Ritesh Veera
Name:	Ritesh Veera
Title:	Co-Head of Investment Banking

[Signature Page to Amendment No. 3 to Equity Distribution Agreement]

Exhibit 5.1

Attorneys at Law

641 Lexington Avenue | 14^th Floor

New York, New York 10022

Dial: 212.335.0466

Fax: 917.688.4092

[email protected]

www.foleyshechter.com

August 4, 2025

HeartSciences Inc.

550 Reserve Street, Suite 360

Southlake, TX 76092

Re: Registration Statement on Form S-3 (File No. 333-274554)

Ladies and Gentlemen:

We have acted as counsel to HeartSciences Inc., a Texas corporation (the “Company”), in connection with the proposed issuance and sale by the Company, from time to time, of up to $14,737,609 of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, pursuant to that certain Equity Distribution Agreement, dated September 18, 2023, as amended by that certain Amendment No. 1 to Equity Distribution Agreement, dated as of November 9, 2023, as amended by that certain Amendment No. 2 to Equity Distribution Agreement, dated as of November 17, 2023, and as further amended by that certain Amendment No. 3 to Equity Distribution Agreement, dated as of August 3, 2025 (collectively, the “Agreement”), entered into by and between the Company and Maxim Group LLC, as sales agent pursuant to an “at the market” offering prospectus, dated September 28, 2023 (the “Prospectus”) as amended and supplemented by a prospectus supplement dated November 9, 2023 (the “Prospectus Supplement No. 1”), a prospectus supplement No. 2 dated November 17, 2023 (the “Prospectus Supplement No. 2”) and a prospectus supplement No. 3 dated August 3, 2025 (the “Prospectus Supplement No. 3”) that form a part of the Company’s Registration Statement on Form S-3 (File No. 333-274554) (as amended or supplemented from time to time, the “Registration Statement”), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on September 18, 2023, and declared effective by the Commission on September 28, 2023.

In connection with this opinion letter, we have examined the Agreement, the Registration Statement, the Prospectus, the Prospectus Supplement No. 1, the Prospectus Supplement No. 2, the Prospectus Supplement No. 3 and originals, or copies certified or otherwise identified to our satisfaction, of the Company’s Certificate of Formation and Bylaws, both as currently in effect, certain resolutions of the Company’s board of directors relating to the issuance and sale of the Shares and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

Based upon and subject to the foregoing, and assuming the receipt of the appropriate consideration for the Shares, we are of the opinion that the Shares have been duly authorized, and when the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, will be validly issued, fully paid and nonassessable.

Our opinions set forth herein are limited to the laws of the State of Texas (the “Covered Law”). We do not express any opinion with respect to the law of any jurisdiction other than Covered Law or as to the effect of any such non-Covered Law on the opinions herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement No. 3. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is expressed as of the date hereof unless otherwise expressly stated and is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Very truly yours,

/s/ Foley Shechter Ablovatskiy LLP